1. If a transaction is fair to The Galena Territory Association, Inc. (GTA), at a time it is authorized, approved or ratified, the fact that a director of the GTA is directly or indirectly a party to the transaction is not grounds for invalidating the transaction.
2. In a proceeding contesting the validity of a transaction described in subsection (A), the person asserting the validity has the burden of proving fairness unless:
   1. The material facts of the transaction and the director’s interest or relationship were disclosed or known to the board of directors or a committee consisting entirely of directors and the board or committee authorized, approved or ratified the transaction by the affirmative votes of a 2/3 majority of disinterested directors, even though the disinterested directors be less than a quorum; or
   2. The material facts of the transaction and the director’s interest or relationship were disclosed or known to the members entitled to vote, if any, and they authorized, approved or ratified that transaction without counting the vote of any member who is an interested director.
   3. The presence of the director, who is directly or indirectly a party to the transaction described in subsection (A), or a director who otherwise not disinterested, may be counted in determining whether a quorum is present but may not be counted when the board of directors or a committee of the board takes action on the transaction.
   4. For purposes of this policy, a director is “indirectly” a party to a transaction if the other party to the transaction is an entity in which the director has a material financial interest or of which the director is an officer, director, or general partner.
   5. Two notices are required:
      1. Annually, each director shall advise the GTA, in writing, of a material financial interest in any organization doing business with the GTA; or of no interest in any organization doing business with the GTA.
      2. At the time a business transaction is to be made, a director has a material financial interest in the organization which will be a part to this transaction, that director shall notify the GTA in writing of that material financial interest and recuse herself/himself from voting on the transaction.

Approved: March 27, 1999
Amended: April 24, 1999 to include all GTA Committee Chairs and the GTA Management Team Members.